RWBY: Rise of the Shadow
by TheWalkerInBlack
Summary: Picking up after the conclusion of Season 2, The Kingdom of Vale is now faced with the daunting reality that the Kingdom is not quite the safe haven it was once thought to be, and even as the Army moves in, something darker and more sinister than anything anyone has ever faced is coming. Rated Mature for language, violence, and some sexual content.
1. Prologue: Shadow of Fear

Prologue: The Shadow of Fear

It was late evening, and the sun was setting slowly on the western horizon. Great airships clouded the sky over the city of Vale, their massive metal-hulled bulks blocking the light of the setting sun and casting great shadows over the city's many buildings, people, and vehicles. The Army of Atlas was moving in, out in force for the first time in years.

The Atlesian Knights, the latest and most advanced of the mechanized soldiers produced in the Kingdom of Atlas, were being deployed into the city. There were more than six battalions of them disembarking from the massive airships that had brought them all the way down from Atlas. The colossal battle that had taken place just the previous day had shaken all the citizens living in Vale, both natives and visitors, and now General James Ironwood had been put in charge of supervising the Vytal Festival as well as all things security in Vale. In a scant 24 hours, Vale had gone from a peaceful haven and capital to a den of fear and anxiety. The presence of the battalions of Atlesian Knights in the massive metropolis only enhanced this feeling, and instead of being comforted by the presence of their sheer military force, many of the people in Vale were only more agitated and irked, simply by the reason for their presence. Among these agitated people was one individual in particular who had seemed to take in the events of the last 24 hours with a cold, calculating silence, but, in reality, he was as grimly anxious as the rest of Vale.

That individual was Noir Harceleur. Noir was a citizen of Vale himself, though he was not a native. Where he was really from, no one knew, and he claimed that he couldn't remember. He considered Vale his home, and that was enough for him. And because Vale was his home, the attack the previous day had left him in deep thought. He was a student at Beacon Academy, and he had partaken in the battle alongside teams RWBY, JNPR, and CFVY, to defend the place he considered his home, and to keep his comrades safe. Noir was deadly on the battlefield, and with his gun/sword Schwarzklinge, he had cut down Grimm right and left, not giving ground, nor moving to gain it. He was a stone cold killer, and even some of the older Grimm were no match for his prowess.

But, he was not cold as a person. Noir was a faunus, and had the features of a bat. His skin was deathly pale, almost white, and he had jet black hair that fell to his shoulders, with a pair of piercing blood red eyes beneath his brow. His pointed ears protruded from his black locks, and each of them had two ear canals, providing him with an acute sense of hearing that allowed him to hear things most people could not. His sense of smell was even more sensitive, and these two hypersenses combined made him very aware of his surroundings, and even if he'd been blind, these senses would have given him enough information about the world around him to function as he normally would. He stood five feet nine inches tall, and his garb was black as his hair, with a billowing trench coat that covered his lean frame, and underneath it, a sleeveless black combat shirt. A pair of form-fitting black pants covered his lower body, with a pair of combat steel toed boots on his feet. From his shoulders sprouted a pair of massive bat wings with a wingspan of 22 feet. These wings were kept flattened to his back, blending almost perfectly with his trench coat, which was tailored with a back zipper to accommodate his wings. All in all, Noir was a rather morbid looking individual with a flat gaze that seemed to pierce one's very soul. Indeed, to most he seemed as cold and dark and morbid as the monsters he'd fought the day before.

He anything but. Noir only seemed so morbid and cold because he almost never spoke. He was almost always not speaking, an old habit he had developed from years spent in solitude. And nor was he aloof. He was, on the contrary, very observant and perceptive. He simply didn't speak because he chose not to. As he saw it, there was no reason to, and without reason, what was the point in action?

Because of this silent nature, his involvement in the Battle of Vale had gone largely unnoticed. But he had noticed things others had overlooked. He had noticed, for example that the dark-haired and orange-eyed girl from Haven accompanied by the green-haired girl and gray-haired boy had not partaken in the battle and yet her compatriots had. The green-haired girl had even spoken to him in the aftermath to compliment his prowess as a fighter. So where had the girl with black hair and orange eyes gone?

Noir was now on the rooftop of the Beacon dormitory building, and he was crouched, overlooking the academy, deep in thought as he contemplated these very observations. He was close friends with the members of Team RWBY, most of them, anyway, and they had already elaborated the events of the previous day, and Noir was beginning to piece together the plan intended by Roman Torchwick. Steal every speck of dust in the kingdom possible, and then turn loose legions of Grimm, with the Huntsmen and Huntresses ill-supplied and unprepared, and the resulting panic would attract more and more Grimm, with the result being the eventual destruction of Vale. It had been, in essence, a brilliant plan, but there had been several gaping holes in it. If unleashing the Grim had been the real plan, what, then, had been the point in hiring White Fang? What had been the point in stealing so much military tech from the Atlas Army? What was the play there?

Noir was quite irked by the many flaws and holes on Torchwick's plan, and he felt there was something else behind it. He had turned the plan over in his mind multiple times over, and was still profoundly bothered by the gaps in the equation. Even as he began to turn it over one more time in his mind, his thoughts were cut off by a familiar voice.

"Noir? I thought I'd find you up here."

He turned his head towards the source of the voice. It was Ruby Rose. He smiled a little. He'd always liked Ruby. He rather found her to be a very enjoyable person to be around, and her scent told him that she was a fiercely loyal friend and great leader. He nodded to acknowledge her presence though he didn't shift his position.

"Hello, Ruby." His mid range voice was soft and laced with an accent much like Velvet Scarlatina's though his wasn't as thick and had much more of a lilt to it. "What is it?"

"Well, we haven't seen you since yesterday, you've been a bit more...distant than usual. Blake and Yang were wondering what's up, and I was too! What's the gist?" Ruby took care not to mention Weiss; for whatever reason, Noir was never at ease around Weiss and when she had tried speaking to him, she'd been met with silence. Noir just didn't seem to like Weiss.

"I've been thinking."

"About what?"

He didn't immediately reply to this, and Ruby simply waited for him. She'd learned to be patient whenever Noir had his periods of silence, as he was usually bound to speak sometime.

"I've been thinking about the events of the last 24 hours. Something about what happened doesn't feel...right to me," Noir said after a moments of silent contemplation.

"Well...Vale was attacked by Grimm and a train busted through the ground...I don't really think there was anything right about that to begin with."

"It's not that. It's the fact that there were no signs of the White Fang, nor any of the stolen military tech you described. Oobleck may have dispatched the White Fang and they may have turned tail, but that doesn't explain the missing tech. Where did it go? Who could have taken it?"

"Noir, Yang and Blake were asking the same thing this morning. Believe me, they have the same concerns you do..."

"I still feel this ought to be looked into as soon as possible."

"You sound like Blake did when she was spending all that time alone. After the big scene at the docks."

Noir couldn't help but sheepishly smile at this. He remembered that all too well. He'd been the only one who hadn't tried to speak to Blake during that time, but he'd noticed her silence and extended periods of isolation. Even he'd thought it was unhealthy.

"You should come inside, I'm sure Blake and Yang would be willing to discuss it with you..."

"A few seconds ago you implied that'd be a rather redundant conversation."

"Well, all the same...couldn't you come in and at least be around people? I mean, we're your friends! You like us, right?" Ruby seemed pretty anxious to get Noir around other people.

He smiled, actually mildly amused by Ruby's persistence. But then that was one of the reasons he liked her. He grunted a little as he stood up.

"I suppose some interaction would be nice." Ruby seemed excited to have Noir's company as he accompanied her to the RWBY dorm, their appearances and bearings so different, and yet in that moment they seemed closer friends than any two people could ever be,

X-X-X-X-X-X-X-X-X-X-X-X

In another part of Vale, Cinder Fall entered her center of operations, her mind working at top speed as she went over the events of the previous day over and over. It had been a grave mistake, hiring Torchwick, as she now realized. Though perhaps it wasn't necessarily his fault for a team of Beacon students showing up when they did. However, completely disregarding her orders and setting off Phase 2 the way he did was simply not an acceptable course of action on his part, regardless of his situation. Now the White Fang was in an uproar and it had taken the assuring word of one Adam Taurus, one of White Fang's own, to convince Cinder that White Fang would remain an asset. In addition, Torchwick was behind bars now, to be interrogated by none other than General Ironwood himself.

In short, Torchwick had failed, and her plans were now set back rather considerably. She was considerably angry as she began trying to formulate some way to rectify the situation she was now in. She strode into her office, slamming her fist onto the desk in frustration, an act of showing emotion she never did in company.

"You've been doing business with some rather unsavory characters, haven't you, Cinder." Cinder jumped at the sound of a deep voice behind her, and she felt shivers run down her spine as she heard it. She knew that voice.

"I must say I'm rather disappointed. I do believe I taught you better than that, my dear. But it seems that you're still as liable to fall now as ever."

Cinder shivered as a tall figure gazed at her from the shadows, a man in a black suit. She couldn't see him very clearly but she saw he was broad shouldered and long-haired. And she could see his menacing eyes, staring at her from a face she couldn't see. One icy blue, the other orange like her own. Those mismatched eyes were all-too-familiar for Cinder, and yet they still gave her chills every time she saw them. And then there was that voice...that soft, and yet deep booming baritone rumble that sounded like the voice of the devil himself, speaking from the frame of a man of unknown age. As Cinder impulsively reached for her weapons the figure's next statement made her freeze.

"Don't bother, Cinder. You already know that won't do you any good." He sounded amused. "Besides you know what I'd do in retaliation." He raised his right hand and her dress lit up of its own accord, without her doing anything. Cinder froze in place, knowing that if she attacked this man, there would be nothing left of her.

"You've made a fine mess of things, Cinder. Torchwick behind bars, and White Fang in uproar? How, prey tell, did you let this happen?" The man shook his head. "Torchwick, White Fang, the Kingdoms...they're all the same in my eye. Living with the illusion that they have control over their own destinies and making a thorough mess of the world. Well, now I am here to clean that mess up."

"What do you intend to do..." Cinder's voice was actually shaking as she asked this.

"These kingdoms have forgotten the times before their pitiful union. The times when the world was unsafe no matter where they went. Vale especially lives under the illusion of safety even with the presence of Atlas's Army here."

"What are you talking about? These people don't feel safe, they're terrified!"

"And so should they be. Their safe haven was invaded by the monsters they've been telling scary stories about for centuries. For that I must give you credit, Cinder, but I'm afraid that whatever you have planned now is going to be taking the back seat. From here on in, you're working for me."

Cinder stared at the man. In an instant, her solid authority and plans had just been made meaningless by this man before her.

"The first thing you're going to do is sort out your problem with the White Fang. I don't care what you have to do to do so, just get it done, because I will not tolerate anyone standing in the way of my plans. And know this, Cinder. If you so much as even think of betraying me and crossing me, I will have no choice but to kill you, do I make myself clear?" The man's tone as calm and soft as ever, but as he said this last statement, there was a low growl to his voice from deep in his throat, like a wildcat. Cinder nodded quickly as she confirmed that she understood.

"It would be a shame to kill my own daughter, now wouldn't it?"

* * *

><p><strong>Stay tuned for Chapter 1: Recognition and Reassurance. <strong>

**Coming soon.**

**Please read and review!**


	2. Recognition and Reassurance

Chapter 1: Recognition and Reassurance

Noir was standing perfectly still, unmoving, unblinking, and unyielding as he stood facing Pyrrha Nikos, 5 meters in front of him with her weapons drawn and taking her stance for an offensive. Noir stood straight, his gun/blade Schwartzklinge drawn and held out to his side, the curved black blade perfectly parallel with the floor, his back straight as a poker and his expression flat and emotionless.

Sparring matches had been resumed in preparation for the Vytal Festival Tournament, and this was a particular face-off that had been greatly anticipated by Teams RWBY and JNPR, though most of the other students didn't seem to find it nearly as suspense-inducing as they did. For Ruby Rose, Weiss Schnee, Blake Belladonna, Yang Xiao Long, Jaune Arc, Lie Ren, and Nora Valkyrie, however, this was the equivalent of the Clash of the Titans. Both teams, Pyrrha included, were well aware of Noir's abilities, and he was, without doubt, one of the deadliest huntsmen in training at Beacon.

Facing him was Pyrrha Nikos. There wasn't a single student (or teacher) in all of Beacon who didn't know of Pyrrha's accomplishments before entering Beacon, and even the visiting students knew of the Legendary Pyrrha Nikos, who won the Mistral Regional Tournament Championship four years in a row, and was one of the top students at Beacon. And of course it didn't hurt that Pyrrha had single-handedly taken on team CRDL all by herself, and had single handedly defeated all four of them.

For most of the students there, the match was undoubtedly in favor of Pyrrha, who faced down Noir with the calm collected demeanor developed over several years, poised for the offensive, prepared for the defensive. However, for Teams RWBY and JNPR, it was very difficult to tell who would even have an upper hand in this fight, let alone who would emerge as the victor.

In another part of the stands surrounding the sparring arena, Emerald Sustrai was also watching this match-up with keen interest. She normally wasn't very interested in fights between Beacon students, but for this fight, she was leaning forward with her elbows on her knees, her red eyes wide open as she looked from one combatant to the other, unable to figure out who was a more skilled combatant, herself. She had witnessed the prowess of both students firsthand, and simply put, Emerald was convinced this fight would be a stalemate.

The tension between the combatants was high, yet neither of them moved. Noir remained perfectly still, his trench coat discarded and his wings flattened to his back, his bared pale arms perfectly relaxed even as he held his weapon out to the side, and his blood red eyes were locked with Pyrrha's, her calm breaths sounding to him as though she was right next to him, and her scent filling his nostrils as every fiber in his body tensed in preparation for a strike. He simply stood there, patiently waiting, his stance indicating neither attack nor defense, and his mind emptied. It was only her and him, facing one another down across the platform they stood on.

Pyrrha was of a similar mindset, clearing her mind of all thoughts and returning Noir's piercing gaze with her own emerald green eyes, her stance quite the opposite of his, being lower to the ground and promoting both offense and defense, her weapon Miló and shield Akoúo out and at the ready in her hands, Miló in the form of a xihpos. She had witnessed Noir in combat before and knew full well whom she was facing. However, at the same time, she was unsure as to whether or not she'd seen everything he was capable of. She didn't know his semblance, for one, and though she knew he wasn't going to give ground, he wasn't going to attempt to gain ground either. She'd seen this on multiple occasions, and wasn't quite certain as to how she was going to get around that. But nothing ventured, nothing gained.

Pyrrha charged first, moving towards Noir quickly and aiming a sword blow at his side, a move she knew was too obvious for her style, but she was improvising from the getgo, and the blow was predictably blocked with ease, Miló's blade meeting Schwartzklinge's with a small shower of sparks. Almost immediately, Pyrrha followed it through by bringing Akoúo up towards the side of his head, and his eyes twitched only slightly as he leaned backwards only slightly, the shield missing his face by a fraction of an inch, and Noir, at lightning speed spun in a 360, his left foot taking Pyrrha's feet right out from under her. Pyrrha instinctively performed a backwards somersault and stood right back up a mere three feet from where Noir stood. Noir had resumed his original stance as though Pyrrha's offensive hadn't even happened, calm and relaxed as ever, and he hadn't lost or gained even a fraction an inch. Not wasting any time, Pyrrha converted Miló to javelin form and with a staccato crack of its firing mechanism sent it flying straight at Noir as she charged him a second time, and with the same lightning quick movement as before, Noir blocked the weapon, and then caught it right out the air and with a spinning kick sent it right back at her, blocking Akouo as she tossed that at him as well, Pyrrha catching Milo as it came flying at her, and not even breaking pace as she brought Akouo back to her with her polarity, and for a second time, Milo, in sword form, clashed against Schwartzklinge with a considerably larger shower of sparks than before.

All of this happened in the span of a few seconds, and now the entire auditorium had gone silent, every student watching wide-eyed in anticipation at the intense battle that took place on the platform below. Again and again Pyrrha charged Noir and struck at him, performing combo moves and delivering powerful blows with each charge, but no matter how Pyrrha struck at him, Noir never gave ground, blocking and dodging her attacks and barely even working up a sweat. Even Pyrrha herself was impressed by his prowess, as well as his reserve. He didn't give any ground, and still stood in that same position on the platform as before, and yet he didn't attempt to gain ground either, preferring to let his opponent come to him, and when she backed off, he didn't attempt to pursue her. He simply waited, blocked and avoided, his only offensives so far having been sending Pyrrha's own weapons right back at her, and still he hadn't moved an inch from his spot.

Pyrrha recognized this strategy: he was letting her attack him and not fighting back, slowly but surely wearing her down. She'd seen him do this before, and she had to admit, it was working pretty effectively, as she was now sweating and her breaths were more labored than before. She stood 3 meters from him, catching her breath as the bat faunus simply stood there, having resumed his starting stance and was as calm as ever, a light layer of sweat coating his pale skin. Pyrrha didn't waste much time getting back on the offensive, once again charging Noir with full confidence, not even a little deterred by his evidently flawless defense. She was in for a surprise.

This time, Noir preempted her strike by taking a single step forward and knocking Milo aside and began raining down a series of lighting fast strikes that Pyrrha barely had time to block, forcing her on the defensive as he rained blow after blow on her, not even leaving enough room for her to use her polarity to make him miss. Pyrrha was forced to retreat from Noir's onslaught, unable to find an opening for an offensive move, and this time Noir followed her, knowing he had her on the ropes, and continued to rain blow after blow after blow on Pyrrha at lighting speed. Pyrrha was cornered, and she knew it, and as the never-ending torrent of blows continued, she decided to do what she'd only done once before. As Noir's next blow came at her, she activated her polarity, and instead of waiting until the blow was close she used it to force Schwartzklinge from Noir's grip and sent it several feet behind her, putting herself between it and the now unarmed Noir. She then wasted no time going back on the offensive and charged, and just as Milo was going to make contact, Noir shocked everyone present. Noir suddenly turned into ashes and in two clouds went right around Pyrrha and reformed three feet behind her, somersaulting as he reformed and grabbing Schwartzklinge off the ground and bringing it back up to parry Pyrrha's blow. A split second later, a great silence feel on the arena.

Noir was crouched on the ground in front of Pyrrha, the tip of Schwartzklinge's blade centimeter's from her throat. Pyrrha stood over him, her shield arm frozen in mid-block, Milo's tip a quarter-inch from Noir's throat. The fight was a draw.

The auditorium sat in stunned silence for a full 30 seconds before Nora Valkyrie stood and started madly clapping and cheering, and in moments the rest of the auditorium was joining in enthusiastically. Pyrrha, panting slightly, withdrew her weapon and took a few steps back, nodding in respect to Noir. Noir stood, nodding to Pyrrha in mutual respect and sheathing Schwartzklinge. The lights slowly brightened over them as Glynda Goodwitch approached with her scroll in hand.

"This match is a draw. Well done, to both of you, Mr. Harceleur and Miss Nikos. You both are exceptionally skilled and you will have no problem entering the Vytal tournament," Goodwitch stated, and Noir and Pyrrha both nodded in respect and walked off the platform, joining the other students in the stands. Pyrrha was greeted by Teams RWBY and JNPR with enthusiastic praises, but when they turned to greet Noir he was already gone.

"Hey...where'd the Batman go?" Yang asked in surprise.

Ruby sighed. She definitely should have seen _that_ one coming. "He disappeared again..."

Pyrrha looked surprised at this. "Again?"

"Yeah, he's been doing that a lot lately," Blake replied.

Pyrrha quite surprised by this sudden disappearance on Noir's part, especially considering how formal he had been not even minutes ago. "I know he prefers solitude, but this is rather much, even for him."

"He's been spending a lot more time alone since the Grimm attacked Vale," Weiss elaborated, "Royal Biv told me that he won't even speak to Goodwitch."

"Goodwitch? Why would he wanna talk to her?" Jaune asked

"From what Royal told me, he usually talks to her if something's bothering him, but evidently, he hasn't elaborated whatever's bothering him now to, well, anyone," Weiss replied.

"You don't think he's depressed or something?" Blake asked, concerned.

"No, he said he was just thinking last time I found him alone," Ruby replied, "He said that the Grimm attack bothered him a lot because of the gaping holes in Torchwick's plan."

"We already know there were holes in the plan, why wouldn't he speak to us about it? I mean, aren't we his friends?" Yang inquired.

None of them had an answer.

"Well, whatever his reasons are, I'm sure he knows what he's doing," Pyrrha said optimistically, "Noir's never given any of us a reason to not trust him."

"Yeah, he's a smart guy, I'm sure he's fine!" Jaune agreed.

Blake remained silent and looked away, lost in thought. Noir's actions were starting to sound very uncomfortably familiar to her, and though they didn't say it aloud, the other members of Team RWBY were thinking the same thing. Noir was acting a lot like Blake did earlier that semester.

Meanwhile, somewhere else in the stands, Emerald Sustrai was going over the titanic clash she'd just seen over and over again. Noir's performance had very much intrigued her. What she had noticed in particular was Noir's sheer lack of emotion in combat. It seemed to her that had this been a fight to the death, Pyrrha Nikos would be dead now. Not once in the battle had Noir's flat expression even flinched, and the ferocity with which he'd taken to the offensive was shocking from such a docile individual. And he'd only intentionally attacked after Pyrrha had attempted to attack him multiple times, with each attempt ending in a failure to drive Noir back. He was immovable. And then there was what was undoubtedly his semblance. In less than five seconds he had dissolved himself into ashes, traversed 4 feet, and then reformed exactly as he was before, and had been back on the offensive in another second. And he had done all of this without even cracking a smile. Emerald was very intrigued, very intrigued indeed by this dark faunus. She resolved to tell Cinder about him as soon as she could. She would definitely like this Noir Harceleur person.

Back where Teams RWBY and JNPR were still chatting, Blake was resolved to find Noir as soon as she could. She knew if anyone could talk to him, it was her. She had known Noir as long as any one of them had, and she felt a strange connection to the dark faunus, a connection that transcended that of a friend. Blake cared for Noir very deeply, though she never showed it to the degree she felt she ought to. She couldn't figure out exactly what it was that made her feel so much care for him, nor could she really figure out why whatever it was made her feel the way she did. All she knew was that she cared for him more than she cared for anyone apart from her team, and that she would do anything to make sure he was alright.

No matter what it took, she was going to find him and speak to him, and find out exactly what it was that bothered him so that he felt it necessary to separate himself from someone who cared so deeply for him.

X-X-X-X-X-X-X-X-X-X-X-X

Hours later, Noir once again was on the roof of the dormitory building, sitting alone on the edge with a book in his hand as he occasionally bit into the mango he was holding. It was late at night now, long after most of the other students had gone to sleep, and Noir was as wide awake, as ever, the light of the moon as bright as day for him. Late nights were nothing new to him, and he'd learned to pass time by reading, and after a full semester at Beacon he'd read half the books in Beacon's library.

After his match with Pyrrha he'd left as fast as he could, and with his stealth abilities, it hadn't been too hard. Noir had simply not felt like enduring the praise for his prowess as a fighter when all he'd really done in his mind was block and dodge, with one attempt at the offensive. In his mind, the victor of a fight mattered little, as long as the right side won. He hardly cared for sparring, in fact he found it quite wearing and unnecessary, but when Pyrrha had requested him as an opponent as politely as she did, he couldn't have refused her, and had obliged. And he had fought as he always did. Defending his position until his opponent began to wear out, then attacking and not leaving any room for a retaliation. That was how he fought, and it was how he'd always fight, for it symbolized how he was as a person. Noir was patient and calm, and cared more for not giving ground than moving to gain it. Noir preferred close-quarter combat as well, as that was how he'd learned.

Now, hours after the fight, Noir was where he always went when his bat-like nature prevented him from properly sleeping, on the roof of the Beacon dormitory building, reading, and eating his favorite food. When awake late at night this was where he came, and this is where he preferred to be.

"Noir?"

Noir jumped slightly at the sound of a familiar voice and turned around to see who it was. It was Blake, wearing her normal clothes and slowly walking towards him. The cat girl had somehow sneaked up on him without him noticing, something that only Yang had been able to do thus far.

"I knew you'd be up here, there's hardly a night when you're not."

"Blake. I never took you for a late night person," Noir replied as he looked her over. "You look like you're about to head out on a mission."

"So do you, and you're just sitting out here reading. What are you reading, anyway?"

Noir looked at his massive book. "This? It's a book about a man with the ability to control machines with his mind, but the longer he has control over them, the more they begin to take over his mind and control him"

"Sounds like something you'd read," Blake said with a slight grin on her face.

"Meaning what, exactly?" Noir raised an eyebrow at the cat girl.

"Meaning you tend to read a lot of rather dark-sounding fictions. I think the only thing you've read so far that wasn't dark like that was _The Third Crusade_, and no one carries that anymore," Blake actually smiled at him but her smile quickly dropped when she remembered why she was out here.

"Well I hardly think your reason for finding me out here was to talk about what I was reading. Why were you looking for me, Blake?" Noir inquired.

Blake looked him right in the eyes, her own yellow ones not blinking as they looked into his red ones. "We're all looking for you, Noir. Ever since the attack you've been distancing yourself from everyone a lot more than normal, and even before that you were acting more withdrawn than normal. Why?"

Noir didn't immediately answer, and returned Blake's gaze unblinkingly, his red eyes narrowing a bit as he looked into hers. It was rather evident that this was a conversation he'd have preferred to have avoided having, regardless of who it was with. Blake didn't press for an answer, and simply waited.

Finally after what seemed like forever, Noir answered, "It's not something I'd like to speak about. I simply don't to be around people."

"We're not just people, Noir, we're your friends. We've been trying to find you and find out what's wrong because we're your friends and we care about what bothers you. Why won't you just let us?" Blake insisted.

Noir didn't answer and turned away from her, not wanting to openly speak about what was truly on his mind. "You wouldn't understand, Blake. None of you would."

"Then help us to! Help _me_ to! Noir, you're acting like we're strangers to you, when we're people who are supposed to be there for you! We can't be there for you if you won't let us, Noir."

Noir didn't look at her as she said these things and finally he said, "I recognize the problem, Blake, believe me, I do. However, what I have had on my mind is purely personal and something I feel I should deal with on my own." He turned back towards her, his expression almost sad. "Keeping you all in the dark pains me like you wouldn't believe, because I know you all care, even Ice Queen. I just..." He sighed. "I just can't put my burdens on you and the others. You all have your own that you carry already. You don't need mine, too..."

Blake cut him off by surprising him with a tight hug, wrapping her arms around him and whispering, "That's what friends are for, Noir. We carry our burdens as one. You don't have to carry such weight alone. I tried to, and you know what? I feel far better knowing my closest friends can carry it with me." She pulled back a little and looked deep into his eyes. "Even if you won't share with the others...at least share it with me."

Noir returned her gaze and after a few moments his gaze turned down, unable to look into those eyes. "Thank you...Blake."

She smiled at him and hugged him again. "Anything for a friend. The others are still awake, and they're anxious to hear from you. Mind coming in? They still want to praise your performance today."

Noir returned her smile and nodded. "Just give me a moment to gather my things."

X-X-X-X-X-X-X-X-X-X-X-X

"Emerald? Remnant to Emerald."

"Huh?"

Emerald was sitting in her dorm room with Mercury Black, and she had zoned out. Since the sparring matches she'd been unable to take her mind off thinking about Noir. She had been growing more and more intrigued by the faunus as the day had progressed and had completely zoned out, and Mercury had ended up having to nearly shout to snap her back to reality.

"You've been zoned out for the last ten minutes, what the hell are you thinking about?" Mercury demanded in an annoyed tone.

"Nothing! I'm just tired, that's all," Emerald lied, hoping to dear God he'd buy it.

"Whatever. I'm just trying to ask you if you've also noticed that we haven't seen or heard from Cinder since that Torchwick guy fucked up all our plans. She told us to fight with the students of Beacon and then we spoke to her about possibly losing White Fang before that Taurus guy showed up, and we haven't heard from her since then."

Now that Emerald thought on it, it _had_ been a while since they'd heard from Cinder, a few days at least. "Do you think she's alright?"

"Knowing her, she's probably fine and just having to deal with some asshole trying to fight her or whatever. I'm just tired of waiting for her."

"You're always tired of waiting, and you know exactly what she'd say to that if she were here."

"Don't get started on me just because you're so eager to please her. Hell you'd probably go so far as to..."

Mercury was suddenly cut off by his scroll ringing, and he pulled it out to see who was calling. When he saw the name on the scroll, he looked up at Emerald.

"It's Cinder."

Emerald immediately straightened up. "Give it here." Mercury tossed her the scroll, and eager for to hear from her master, Emerald opened it and hit the 'Answer' button. "Cinder! We've been worried, where are you?"

There was silence on the other end, and for a moment, Emerald thought it was an accidental call. When after a few minutes there was no answer, Emerald was about to hang up when Cinder finally spoke.

"There's been a change in plans."

* * *

><p><strong>Coming Soon.<strong>

**Chapter 2: Reluctant Relaxation**

**Please Read and Review!**


	3. Reluctant Relaxation Part 1

Chapter 2: Reluctant Relaxation Part 1

It was late afternoon the next day, and Noir sat alone in Beacon's library, bent over one of the many reading tables within, with no less than 4 massive books open in front of him, a black leather-bound notebook in his left hand, and a pen in the other, his eyes darting back and forth as he intently read from the books in front of him at unbelievable speeds. Every now and then he would click his pen and jot down something in his notebook and then continue reading, pausing only to take a long swig from a black thermos that he kept on his belt. He was studying harder than anyone could have guessed he could, once again stealing some time alone someplace quiet where no one would break his concentration, and he'd been at it for over an hour.

Unlike most times when he disappeared from the group, this particular occasion wasn't out of the ordinary, and it was one of the only occasions when no one would attempt to drag him away from his books to make him be around other people. This was because, every weekday, Noir would be in the Beacon Library for a two-hour study session that covered all his class subjects except for sparring, which, of course, could not be done in a library, let alone Beacon's library. Noir was dedicated to his academia, and was working constantly to pass his classes, every ounce of his concentration focused on the four massive tomes in front of him.

Unfortunately for Noir, this time, his concentration wasn't nearly as focused as he normally would have preferred, and his mind was continuing to constantly wander despite his best efforts to stay focused. It wasn't the first time that he'd found it hard to focus, there had been multiple occasions like this during the first semester, where his focus had slipped. Today, however, it was particularly bad, and as he tried harder and harder to remain focused, his mind was turning towards unwanted memories, buried in the darkest depths of his subconscious, and his mind was echoing with cries from the past...

"_Noir! Get us out of here!" came the desperate cry, the girl from whence it came yelling at the top of her voice, a look of panicked fear clouding her beautiful features as she beheld a sea of black shadows surrounding her._

"_Sherry, stay put, I'll be right there!" Noir called to her as he tried to cut his way through the sea of blackness that separated them. "Midas, Check, where are you guys?! I need you guys over here NOW!"_

"_Noir, there are too many...there's far too many...no...no...NO!" Sherry's voice grew more and more panicked as the ring of blackness infused with occasional points of red contracted around her._

"_Just hold on! Check, get your ass over here, where the hell are you?!"_

"_NOIR!"_

"Noir?"

A nearby voice snapped Noir back to reality, and he looked around almost frantically before spotting the speaker. It was Topaz Kogamo, a fellow student at Beacon and a faunus like himself, with the features of a cat. Topaz was dark-skinned, in stark contrast with Noir's deathly pale complexion, and had short black and teal hair with a pair of matching cat ears protruding from his hair. He was garbed in a simple navy blue shirt with a pair of black close-fitting pants and a pair of shoes that looked like a cross between gym shoes and boots. A leather choker adorned his neck and he had two wrist bands, one of each wrist. His eyes were two different colors, one blue, the other black. A teal-furred tail with black spots along its length sprouted out of his black pants and a pair of dual pistols were in his belt. In the silence of the library he'd sneaked right up on Noir without him noticing, the second person to do so in less than 24 hours.

"Noir? You alright?" he inquired

Noir shook himself a little to clear his head before turning back to his notes, trying to regain his calm demeanor. "I'm fine, Topaz, why?"

Topaz skeptically raised an eyebrow. "Dude. You're a lot paler than normal, and I didn't even think that was possible. You look like you just saw a ghost."

_If you only knew, Topaz._ Noir kept his calm. and looked up at Topaz unblinkingly, his red eyes looking into Topaz's mismatched ones with betraying any emotion.

Topaz sighed a little exasperated. "Noir, I may not know you that well, but even I know when someone's lying to me."

"As do I," was his emotionless reply.

Topaz actually shook his head at Noir's stubbornness. "Dude, seriously, you're working way too hard for your own good, and coming from me, that's kinda saying something. But it's not just that, it's the fact that you're not talking to anyone, and I mean _anyone_. I mean, Royal told me you won't even talk to Professor Goodwitch, and you talk to her about, like, _everything! _What's your deal, man?"

Noir didn't immediately reply and turned back to his studies. "I need to be ready for our exams, and I need to have all my studies covered."

"And reading dystopian fiction on the roof of the dorms while eating a bowl of mangos qualifies as studying?"

Noir raises an eyebrow. "Been talking to Team RWBY, have you?"

"How would you guess that?"

"They're the only ones who have ever found me on the roof, let alone spoken to me when they found me up there."

"Your point being?"

"Who told you?"

Topaz raised an eyebrow. "What do you mean, 'who told me'?"

"I mean, who told you about my late night habits, because I didn't, and Teams RWBY and JNPR are the only others who know. Well, maybe not all of JNPR, but I'm sure at least half of them know." Noir said all of this as calmly and flatly as he always did, though now he was starting to sound a little amused by the exchange.

Topaz smirked, also amused by their exchange. "Fine, if you _must_ know, Ruby told me. And I'm not the only one she's told."

"Oh?"

"Yeah. Royal knows, Yang knows, Blake knows, Weiss knows..." Topaz immediately stopped talking at the look on Noir's face. "Sorry..."

"Think nothing of it." He said it calmly enough but there was a cold edge to his tone now as he started packing his things. Topaz, despite being deeply unnerved by Noir's cold edge, actually sighed out loud in exasperation.

"What is with you, man?! Seriously! You're fine talking about everyone else, but one mention of Weiss Schnee, suddenly you're all cold and giving off that 'get the fuck away from me' vibe, and, frankly, it's annoying as hell! Why can't you just give her a chance?"

Noir actually snarled his reply. "Because she wouldn't do the same for me." And with that he zipped up his duffle and started for the exit. But Topaz wasn't done yet.

"Oh for Christ's sake, Noir, you don't know that! For all you know, she could be the nicest person you've ever met! And yet every time she even _looks_ at you, you act like a preacher yelling 'Begone, Satan!' and turn your back to her! Why, Noir? Give me one good reason why!"

Noir's duffle fell to the floor with a loud _thud_ as he abruptly turned around to face Topaz, his fierce gaze more cold than anything Topaz had ever seen him make. "You want to know why, Topaz?"

"Hell yes, I wanna know!"

"Do you?!"

"I do!"

Noir gave Topaz a piercing gaze, his blood red eyes narrowed almost into slits as he stared down the cat boy. When he spoke, he spoke with a voice of determinedly forced calm.

"How could you not know, Topaz?"

"Huh?" He hadn't expected this as Noir's reply. "What the hell is that supposed to mean, my semblance is bursts of speed, not telepathy..."

Noir turned fully around to face his fellow faunus. "How could you, a fellow faunus, not know why I dislike the Heiress to the largest producer of energy propellant in the world, a company _and_ family notorious for distrusting and disliking our kind, and even using our kind as labor forces?!" By the end of his question, Noir was almost shouting. "How could you possibly ask me a question, like that?!"

Topaz angrily pointed at Noir. "Weiss isn't like that, and you know it!"

"Do I?!"

"YES!" Topaz was legitimately yelling at him now. "She has a faunus as a teammate, she regularly talks to me and Velvet Scarlatina, she's fought alongside all three of us, and you know what? I don't have an issue with her, and neither do Blake nor Velvet! So why do you, Noir?"

Noir had fallen silent, his expression blank and unreadable, and Noir slowly turned away, saying something that left Topaz completely stumped.

"Two immovable objects can not coexist, Topaz. Eventually, one will crumble." And with that, Noir picked up his bag and strode out the library, leaving Topaz standing there, blinking as he tried to grasp what Noir just said.

_Is he saying that he and Weiss are so set in their ways that they can't coexist? What the hell kind of philosophical bullshit is that?_

Noir was so focused on the floor in front of him that as he strode out of the library he nearly walked head-on into Yang Xiao Long, who was standing outside the Library as though waiting for him, her arms crossing her chest. At the sight of her, Noir was, for a moment, taken completely off guard and turned a deep shade of red for a moment before regaining his composure and straightening up. Such was how it always went when he ran into Yang unexpectedly, for though he would never admit it out loud, he had nursed a soft spot for the blonde over the last several months, and though he'd come close to revealing the truth on several occasions, everyone, Yang included, remained, to Noir's relief, blissfully ignorant.

"That didn't sound like it went too well. Mind telling me what all the yelling was about?" Yang inquired.

Noir, who stood three inches taller than her, looked her in the eyes for a moment and then turned away from her. "I really would prefer not to discuss it right now." As he tried to walk by her however, he felt her grip his arm hard.

"You never discuss anything, Noir, at any time with anyone, and honestly, it's looking like it's starting to mess with you." Yang's expression was one of mingled exasperation and concern. "I mean, seriously, even Blake is finding this bad for you."

"She's certainly one to talk." Noir replied bluntly.

"That's beside the point, Batman. My point is, no one's gonna help you if you don't let them."

"What if they _can't_ help?"

"How would you know that if you don't let someone try?"

Noir fell silent at this. Yang had put the nail to the head, and here Noir was forced to admit his biggest problem, and he had to admit, Yang had a knack for getting people to talk when she needed them to.

"I don't like asking for help, Yang."

"Why's that?"

Noir sighed and turned towards her. "I...honestly don't know. I've just never really felt the need to ask anyone for help on anything."

Yang smiled at him and placed her hand on his shoulder. "Well, I think the first step is to admit you need help, and I can see clearly you need help. Tell you what, Noir. Take a day off. In fact, take today _and_ tomorrow off! Get your mind out the books and just relax for a while! I mean, damn, you look like you haven't seen the sun in decades!"

"Um...my skin is this color naturally, Yang..."

Yang's lilac eyes widened at this. "Oooooh, buddy, we need to get you outdoors, pronto!"

"I really don't think- WHOA!" Noir's protest was cut off as Yang, now gripping his wrist, started dragging him to the door eagerly.

"Shut up, Batman, you're gonna take time to relax whether you want to or not."

Noir sighed and let her drag him along. "There's never any arguing with you, is there."

"Nope!"

X-X-X-X-X-X-X-X-X-X-X-X

"And you're sure she didn't say _why_ we're meeting her in the old hideout?"

Emerald Sustrai sighed, exasperated. "You were there, Mercury. You heard everything she said, I had the scroll on speaker for Christ's sake!"

"And you don't find it weird that, of all places, we're meeting her in a place that we stopped using for HQ months ago, and you don't find it odd that after 3 days of absence she's suddenly wanting to meet?"

"Mercury, Cinder always has her reasons for everything she does. We may not always know the reason but there's a reason," Emerald replied calmly.

Mercury sighed, realizing there was no arguing with her. "You women confuse me to know end."

"Probably the reason you've never had a girlfriend."

"You're one to talk, you've never dated anyone either."

"At least I don't act like I understand something I don't. Besides, dating's a waste of time that neither of us have."

Mercury smirked knowingly. "Yeah? What about that Noir guy?"

Emerald remained as outwardly calm as ever but deep down she was freaking out. "What _about_ that Noir guy?"

"Please, ever since you watched him fight Nikos, you've been zoning out for almost hours at a time. Do you _like _him or something?"

Emerald was thankful to have Cinder for a master, because she'd mastered her acting early on. "Don't be stupid, Mercury. Any _more_ stupid anyway. I just think Cinder ought to know about him."

"Good luck..."

"Thanks."

"That was sarcastic."

"I know it was, now shut up, we're almost there."

The arguing duo fell silent as they approached the familiar warehouse, where Torchwick had been stationed before moving to the underground headquarters outside Southeast Vale. The place was derelict now, the massive crates of dust long gone, the airships within cold and covered in accumulated filth, and the entire hangar within silent. Their footsteps echoed as they walked through it, and as they walked a familiar face finally came into sight.

Cinder was approaching the two, walking as she normally did, but now something was different. Her posture wasn't as prim as it was, and her hair had a very downcast look to it. In addition, there were dark shadows under both of her eyes and her skin had a grayish tinge to it. She looked thoroughly miserable.

Emerald, at the sight of her, waved and began moving quicker towards her master. "Cinder! Where have you been, we've been so worried...about...a-about..." Emerald's pace slowed to a halt and her outburst of joy trailed off when she saw who was behind her.

Walking at a measured pace behind Cinder was a man, a man just under six feet tall, clad in an all-black Armani suit that outlined his powerful build. His long black hair fell to the middle of his back, and was tied back in a slicked ponytail. Every stitch of his garb was completely black, from the suit to the shirt to his tie. At his side was a wicked-looking saber, made entirely of a shining silver metal, with tribal flame-like patterns engraved along its length, and a chain about 18 inches long hung from the pommel. His face was pale like Cinder's, with a closely cropped goatee and a thin scar running down the left side of his face. His eyes were most ominous of all. One of them was orange like Cinder's, tinged with a slight amount of yellow, while the other, in stark contrast, was icy blue. He walked with a steady measured pace as he followed Cinder towards Emerald and Mercury. Though Emerald was able to keep silent, Mercury couldn't hold his peace.

"Who the hell is _that?!_" Mercury demanded upon seeing the man. Cinder, despite her downcast appearance, gave him a cold glare.

"Quiet, Mercury. I called you two here to meet this man."

"But who the hell _is_ he?! And why can't he speak for himself?"

The man chuckled at this, a deep rumble that sounded like a thunderclap. "I can speak perfectly well for myself, boy. I simply fail to see why I should tell you anything after such a rude greeting."

"You're gonna get more than a rude greeting if you don't talk!"

"Mercury!" Cinder said sharply, but Mercury ignored her.

"Not gonna talk? Fine!" Mercury charged the man head on, his boots activating as he aimed a powerful kick at the man's face. The man easily side-stepped Mercury's attack and, in the same motion, landed a kick of his own in the small of Mercury's back, sending him rolling across the floor. Dazed, Mercury picked himself up and shook himself off before charging again. This time the man caught Mercury's kick in his right hand and flipped Mercury to the ground, drawing his saber and putting the edge at Mercury's throat as he planted his foot in the middle of Mercury's chest.

"That was very unwise of you, boy." The man said it calmly enough but a small hint of anger was there as well, and his deep baritone rumble sent shivers through Emerald's body.

"Fortunately for you, however, you're needed alive, so I'm not going to kill you just yet. I need all three of you alive."

Emerald looked at Cinder with wide eyes, silently begging for an explanation, but Cinder merely shook her head. There was no negotiating with him.

"The three of you will continue to reside at Beacon in the weeks leading to the Vytal festival. You will be regularly updating me on the comings and goings on there, and until told otherwise you will not leave that post."

Cinder then spoke to Emerald and Mercury. "We will be continuing what we were doing before but now we're not looking for certain people to take power from. Now we are looking for possible allies."

"Precisely. If you find anyone specific you will gather as much information on them as possible, and you will not tell me of this person until you have gotten enough information necessary." With that he released Mercury, who sat up clutching his chest slightly as he glared up at the man.

Emerald spoke up. "Why are we looking for people to join us?"

"That is not your concern at this time, and you will do well not to delve into subjects that are not for your eyes or ears, is that clear?" was the man's response.

Emerald opened her mouth to protest, but stopped when she saw the look on Cinder's face. Cinder was slowly shaking her head with a sad look in her eyes that Emerald had never seen before, and when the man looked in their direction, she immediately looked down, avoiding eye contact with the man. Emerald, not wanting to cause trouble for Cinder, changed her mind.

"Yes sir."

He seemed satisfied and turned to leave, signaling the end of their meeting, until Mercury spoke up, less hostile than before.

"Could you at least tell us who you are before we go?"

The man turned back towards them, a rather amused look on his face, and his deep voice had a slight growl to it when he spoke.

"My name is Erebos. And I am Cinder's father."

The trio stood in stunned silence as Erebos turned away from them and disappeared into the shadows. Emerald was glad to be with Cinder again, but was now terrified for her life. In a single night the entire world she'd known had been turned upside down.

This was only the beginning.

* * *

><p><strong>Stay tuned for Chapter 3: Reluctant Relaxation Part 2<strong>

**Also I'd like to note that as I go along I'll be proofreading all chapters posted so far, and I will be editing them accordingly, correcting spelling mistakes, and adding more detail to certain passages. In any case I hope you all enjoy!**

**Please read and review!**


	4. Reluctant Relaxation Part 2

Chapter 3: Reluctant Relaxation Part 2

Later that evening, Emerald, Cinder and Mercury sat in their dormitory at Beacon, Cinder on her bed, Emerald on her own, Mercury on the floor with his nose buried in yet another comic. Cinder was leaning forward slightly, her eyes narrowed a little, listening intently as Emerald spoke to her about their first possible ally: Noir Harceleur. Emerald had been spending the last 20 minutes or so telling Cinder everything she knew about the faunus, from his fighting style to his appearance. In exquisite detail.

Cinder sat back on her bed as Emerald finished speaking, and sat in deep thought for several minutes, processing what Emerald had said to her. It seemed that the individual she'd spoken of had a lot of darkness within him, and it was clear that as a fighter, he felt little to no emotion and would likely kill without any remorse if it was necessary. His fighting style was apparently highly unorthodox, comprising of maneuvers that involved spinning his blade by its handle around his wrists, neck, and even his ankles. In addition, he had evidently perfected this style and was able to perform those complex maneuvers and combinations thereof at lightning-fast speeds, repetitively, and never break pace or lose possession of his weapon. The only reason he'd lost possession of his weapon in his fight with Pyrrha Nikos was because she'd used her polarity semblance, in addition to the momentum of his arm's movement, to cause it to go flying from his grip. And even then, he'd regained possession of it in mere seconds, thanks to his very unique pseudo-teleportation semblance that allowed him to traverse short distances by dissolving into a cloud of ashes and moving from one spot to another without any form of propulsion. As Emerald had hoped, Cinder was finding this individual very intriguing, and was quite interested in the possibility of this individual being a future ally.

"Are you certain that he is a...persuadable individual?" Cinder finally inquired.

Emerald thought on it for a moment and then sighed a bit. "I'm honestly not sure. He doesn't speak very often, and he's always managing to disappear for hours on end, and a lot more so since the Grimm got loose in Vale."

Cinder thought for a little longer, considering this. "Even so, he seems to be rather promising."

Emerald sat in silence, patiently waiting for Cinder to say what she hoped she would.

"We'll need more information before we can tell Erebos about this...individual." Cinder looked right into Emerald's red eyes, her own seeming to burn holes in her. "I want you to gather as much information as possible on this Noir Harceleur by any means necessary. If he proves persuadable, then we will let Erebos know."

"Yes, ma'am. I'll definitely do my best." Emerald replied, and though she didn't show it, deep down she was squealing in excitement. She'd been hoping that she'd be ordered to gather information on the faunus, for as one may imagine, by this point she was fascinated with him to the point of obsession, and was eager to do anything to gather information on him.

"And Emerald?"

Emerald looked up at Cinder's mentioning of her name. "Yes, ma'am?"

"Don't get discovered. We are already hard-pressed to stay concealed among the students here, especially since there are only 3 of us, and thus not a full team by their standards."

As though in answer to this statement, Cinder's scroll started ringing, and she immediately answered the call, knowing it was likely to be Erebos.

"Yes?" she answered, and after a few moments she placed the scroll on the bedside table, putting it on speaker. Sure enough, Erebos's deep baritone rumble emitted from the scroll.

"I will be brief. After thinking on the possibilities of your being stationed at Beacon, I have decided that it is best for the three of you to be joined by my right hand man. He will be joining you in a few moments and he will explain details when he arrives. He will also ensure that the three of you obey my commands, and hear me now. He is not to be trifled with. I expect a report within 7 days." With that Erebos ended the call, and Cinder, Emerald and Mercury stared at one another for several minutes in silence. None of them were certain as to how they felt about being joined by a fourth individual, a stranger at that, and one close to Erebos.

The three of them jumped at a sudden knock on the door.

"Enter," Cinder managed to say, though her voice was shaking as she waited for whoever it was to enter the room.

The door opened and a boy of about 17 entered the room. He was five feet and six inches tall, stocky and athletic. He had green eyes and a head of medium length black hair that was streaked with red and in thick locks turned up at the ends at the back, giving him a very aerodynamic appearance. His garb was black, black jeans and a black t shirt over a long-sleeved black undershirt. A large gray inverted cross adorned the front of his shirt and around his neck was a necklace with a matching inverted cross, though this one was red. Black fingerless gloves adorned his hands and a pair of knee guards, each with a single round spike in the middle, adorned his knees. His shoes were red, black, and silver, and his face was as calm and expressionless as his master's, his skin pale.

Cinder stood to greet the stranger. "I suppose you're the one sent by Erebos?" She inquired.

He nodded and spoke in a mid-ranged voice, calm and collected, and with an air of superiority that he no doubt gained from Erebos himself.

"I am. I am here to ensure that you three obey my master's commands and complete your assigned duties. Lord Erebos says that from now on, you will answer to me, and I only answer to Erebos. In addition, I will retain the illusion that we are a visiting team from Haven. Cinder Fall will be the figurehead leader, while I am the real leader behind he scenes. Lord Erebos also says that should any of you attempt to betray him, I have his permission to kill you."

A cold silence filled the room at his words, and Cinder couldn't stop the feeling of helplessness that engulfed her entire being. Erebos was continuing to undermine her authority in ways that had her wishing the man as dead, though she would never mention such a wish out loud for fear of his wrath, and, apparently, the additional wrath of this...boy.

"Now," the stranger stated, looking at each of them individually, "Are there any questions?" For several minutes, none of them seemed to even have thoughts, simply staring at this stranger in disbelief of their situation, and everything they had planned, all of it, was now obsolete in the face of this new development. When no one seemed to have a question, the stranger turned to exit the room, when Mercury spoke up.

"I have a question. What are we supposed to call you?"

The boy turned towards them and spoke as calmly as ever. "My name is Remnant. And that is what you shall call me."

Mercury actually burst out laughing at this. "Remnant?! Your name is Remnant?!" Mercury thought that was just hilarious. "You're named after the planet, what a weird..."

Mercury suddenly froze, and Emerald and Cinder could hear Remnant's calm voice...singing? Sure enough, Remnant was singing, a haunting melody that chilled their very bones, and as they listened they heard words:

"_Maintenant vous vous allongez dans le sommeil_

_Quand vous vous réveillez, vous êtes sûr de pleurer_

_Nightmare, oh Nightmare_

_Vos craintes viennent d'être"_

Neither of them knew what this meant, nor why he was singing it at all, until a look of pure horror crossed Mercury's face. The gray haired boy let out a strangled cry as he fell to the floor, his eyes frozen open in horror at what he was seeing, whatever that was. Remnant continued to repeat the words and the melody quietly and soothingly, and it almost sounded like a lullaby, but as they watched Mercury, how his look of horror became more profound with every repeat of the haunting melody, the realization dawned on Cinder and Emerald. Remnant's melody was causing Mercury to see things, horrible things, terrifying things, things one would only see in their nightmares. Cinder stared in horror at the boy, and Remnant smirked right back at her in return before finally relenting and stopping his torture of Mercury's mind. The gray haired boy lay there on the floor of their guest dorm, sweating profusely and breathing in harsh gasps. Remnant, satisfied that his point was made, turned once again to leave the dorm, and as he neared the door, Cinder shakily asked.

"Is that your real name?"

He looked back at her. "My real name is not for one as low as you to know. I was named Remnant by my master when he granted me a purpose. I live to serve the Shadow."

Emerald spoke up, albeit extremely nervously, "Why did he name you after the world?"

Remnant's answer sent chills through each of them. "Because when I die, so shall Remnant." And with that, he strode out of the dorm, donning a plain black hooded cloak and a black and white expressionless mask, striding away from Beacon's grounds to complete a mission given to him by his master. As he left, Cinder and Emerald stared at one another, unable to comprehend just how deep the pit was that they found themselves in. Cinder felt more afraid now than she ever had before, a profound fear that she could not keep from chilling every fiber in her body as the haunting melody Remnant sang still echoed in her mind. It seemed that her father wasn't the only monster that now had her and her comrades under his thumb.

Emerald shook herself and kneeled down next to the shaking Mercury, who's breathing had managed to stabilize, but that look of horror remained on his face. Whatever he had seen had put him into a profound state of shock, and Emerald had never seen him so terrified before, even in the face of Erebos. Whatever he'd been forced to see, Emerald didn't want to know. All she knew is that Mercury had, once again, made an ass of himself and paid the price.

"Mercury...why must you _always _piss off the higher ups?" she asked with a wry smile, and even Mercury managed a small grin. As Emerald comforted her team mate, she sighed.

There was still Noir Harceleur to consider. How exactly she was going to get his attention, she had no clue.

X-X-X-X-X-X-X-X-X-X-X-X

A heavy dubstep beat shook the walls of the massive nightclub. Red and white lights lit the massive dance floor and were magnified by the glass pillars lining the floor at regular intervals. Junior's Nightclub was in full swing, and he had stepped up his style considerably, going from heavy techno to dubstep and industrial. As the pounding beat vibrated the very air in the club, the people within moved with the music's pounding beat, and Hei Xiong himself, known as Junior, observed with his signature grin, his eyes hidden by his red shades as he straightened his tie. He was, deep down, glad that business was still continuing to do well, especially after the recent start of another club in uptown Vale, supposedly run by some bird faunus guy that used to attend the academy. But more than anything, Junior was thankful that the troublesome blonde that had torn up his club before wasn't there at that moment, with his club full of customers and with the lien being raked in from eager customers looking for good drinks and a good time.

As if in answer to this thought, several of his men started yelling for his attention and he immediately facepalmed when he heard the words "It's her!" Of _course_ she'd show up right when he got things going again, and sure enough, the doors of the club burst open and Yang Xiao Long herself strode in, taking in the new style of the club and the crowd of people within with her typical air of smug calm. Noir Harceleur was walking behind her, his massive wings wrapped around him like some kind of high collared robe, concealing most of his face and only showing his eyes and the top of his head, and because of their massive size, they went down to just below his knees, giving him the appearance of someone garbed in a high collared robe. Though he was only doing this because of his situation, being forced into a social gathering, the effect was intimidating, and Junior's men cringed at the very sight of him walking in with Yang, and a few even took cover behind the bar.

Junior sighed and walked out from behind the bar, while the Malachite twins, from their balcony overlooking the dance floor, stood upon seeing him leave his place and began to descend the stairs to join the gathering. Junior had traversed about halfway across the club when he noticed the figure in black standing several paces behind Yang, and immediately froze. The individual had a very familiar look, and yet Junior had never seen him before.

But he _had_ heard rumors. He'd heard rumors of a dark individual with eyes red as blood, hair as black as the midnight sky, and a cold glare that stared into one's very soul, a creature that walked at night, searching for blood and thirsting for it. An individual that even the White Fang didn't want to fuck with. Rumor had it that this creature couldn't be killed, but as far as Junior was concerned if it bled, it could die. Though as he looked at the individual standing next to Yang, he couldn't help but wonder. Was this the creature that had been described to him?

Was that, the not-even-six-feet tall person behind Yang that stood here, wincing at the incredible volume of the club's music, looking as though he didn't want to be there, the rumored monster known as the Nightstalker?

Meanwhile, Noir was in complete agony as the sheer volume of the club's music pounded against his hypersensitive ears, and he had both hands covering his four ear canals as he yelled out to Yang.

"Couldn't you have picked somewhere a bit quieter?! I can barely hear my own voice!" he yelled out to her as he covered his double-canal ears, his face screwed up in pain even as he blocked out the noise.

Yang spoke cheerfully. "Oh don't worry, you'll get used to it after a while! Besides I know the guy who owns the place. He owes me a drink anyway."

But even as she said this, Junior pointed at the two of them, and yelled, "Stop right there!" Yang looked over at Junior, raising an eyebrow as the music in the club came to a grinding halt. The people on the dance floor immediately backed away at the sight of Yang, and, thankful for the sudden quiet, Noir's massive wings unwrapped from around him and for a moment were spread like angel wings before folding to his back. Junior, upon seeing that, immediately panicked, yelling at his men.

"Stop that man! Whoever he is, don't let him in!" Immediately, dozens of men in black suits and red shades with drawn blades and guns were charging towards them, Yang disbelieving as she looked from Noir to the henchmen. Could it be possible that Noir knew these people? Noir, resigned for the worst, strode forward but stopped when Yang put her hand on his arm.

"What is it, Yang?" he inquired as the armed henchman drew closer.

"Noir, I can handle them if you want. You don't have to hurt any of them. Besides, if you actually injure any of them you won't be let in here again, with or without me."

Noir turned back towards Yang and actually smirked, something she'd never seen him do before, and he calmly said, "Trust me."

With that he turned back towards the charging men, and just as the one closest to him was about to land a sword blow on his head, Noir side stepped, causing the man to fall forward flat on his face. In seconds a second henchmen swung at him from the other side, and again, Noir easily side stepped, and this one landed right on top of his cohort. When two of them attempted to swing from in front and from behind him, he ducked, and their blades clashed over his head harmlessly and the momentum of their swings caused both of them to lose balance and slip on a spilled drink, both of them falling on their backs. In this manner, Noir traversed the dance floor calmly, Junior's henchmen effectively dispatching themselves as Noir dodged every attack, never lifting his hands to strike back or draw Schwartzklinge. Yang just stared wide-eyed at the "battle" as Noir effectively defeated all of Junior's men by doing absolutely nothing except dodging.

_How the hell is he doing that...he's not even flinching! _Yang couldn't help but feel impressed by Noir's prowess, if it could be called that, as he was barely doing anything. He was just walking and avoiding hits, and he wasn't even breaking a sweat. Within several minutes every one of Junior's henchmen were on the ground, and only then did Noir stop walking, stretching a bit and even popping his neck.

Junior just stood there, appalled. This was beyond embarrassing, even for him. It was one thing to have all his men beaten by a 17 year old blonde girl but seeing them beat _each other_ up with some stranger avoiding their attacks and not even flinching was something else altogether. This was a new low for Junior's henchmen, as well as the club, and now all of Junior's customers were flooding out of the club as the Malachite twins strode down the stair case from their balcony, looking thoroughly annoyed.

Yang, grinning widely, strode down the staircase and joined Noir on the dance floor as he sighed in apparent relaxation.

"Well. That certainly helped me loosen up a little." Noir seemed at ease for once as he strode over to Junior's bar, sitting down and sighing in actual relaxation.

"Glad to see you're letting off some steam for once, batman," Yang grinned. "You certainly are something else."

"You flatter me. All I did was dodge." Noir replied, though her compliment seemed to please him a bit, and he blushed slightly as he looked away.

Yang smiled and was about to speak again when two familiar voices cut her short.

"Melanie...Who _is _that?"

"I have no idea, Miltia, but if Junior wants him out then let's get him out."

Noir and Yang turned towards the voices. Sure enough, the Malachite twins, Melanie and Miltiades, were approaching the bar, Melanie standing there a few paces away with her arms crossed while Miltiades approached from behind her, her arm blades out and ready for action, and as they approached, Noir sighed and stood up. It seemed he wasn't quite done making his point after all. Yang also stood, ready for action as the Malachites approached, and once again, Noir waved her down, intending to handle his own problem on his own. Noir sighed as he strode towards them, but just as the Twins made to strike, a lean but stocky young man dropped out of the banisters and blocked both of the Malachites' blows, crouched, his left arm blocking Miltia while his right blocked Melanie's kick. He was about five foot six, with a sharp angled face, a short nose and sharp high cheek bones. A smug, egotistical smirk crossed his face as he held the Malachites at bay, and a fedora hid the rest of his face. He was dressed in a dark chestnut tank top, with red cargo style pants and a pair of running shoes on his feet. With an air of smug confidence he stood up, brushing off the blows with relative ease and turning to face Noir. His smile widened and in a midrange, almost tenor-ranged voice, he spoke.

"I step away for five seconds, _five seconds_, and you have to go ruining my date. What is this, our freshman year at Beacon again?"

Noir just stood there, staring at the individual, with his red eyes frozen open, his mouth hanging slightly open as the individual in front of him smirked smugly, his shocking blue eyes looking out at him from under his hat through a pair of angle-framed aviator goggles.

"Check...?" Noir managed to say as he struggled with words. Yang, her curiosity peaked, looked from Noir to the stranger and back to Noir. _Does Noir know this guy?_

Then, without warning, Noir punched Check Cremissi hard, square in the face, sending him a few feet in the air and landing flat on his back as Noir turned and stormed from the club, his relaxed demeanor replaced with an expression of rage. As he reached the entrance, Check, recovering quickly, caught up to him.

"What? Something I said?" Check inquired, with the same smug air as before, even after getting punched in the face.

Noir actually turned around, his face inches from Check's and, with an uncharacteristically angry glare, snarled, "Fuck off." With that he stormed out the club, spreading his wings and taking flight, rapidly disappearing into the late evening sky. Check, though taking it in his stride, still felt somewhat snubbed as he turned back towards the dance floor but before he could think anything else...

_WHAM!_ A second fist connected with Check's face sending him flying into the middle of the dance floor, landing flat on his back a second time and rolling right into the DJ's stage. Yang, furious, had punched him, hard, and as he shakily stood up, Yang shouted from the doorway.

"Thank for nothing, asshole. You just ruined his first good day in months." With that she put her helmet on and got on her motorcycle Bumblebee, revving the engine and driving off into the night to find Noir. She had never seen him so angry before, and to see him so angry like that actually made her feel concerned for the bat faunus, because she'd never seen anyone piss off the bat the way the stranger had.

Meanwhile in the club, as Yang strode out, Check straightened up and took a good look at her from behind, taking in her figure and frame before nodding in approval. _Nice going, Nightstalker. You've got yourself a REAL nice one. _His thoughts were suddenly cut off as two high healed shoes slammed into his chest, knocking him flat on his back for the third time, and this time pinning him down. As he looked up, he realized the Malachites had him pinned to the ground, and both looked quite angry.

"Uh...girls?" There was a short pause during which neither answered. "Girls?"

X-X-X-X-X-X-X-X-X-X-X-X

Noir stormed down the hall of the Beacon dorms, his fury at seeing Check boiling over as he nearly knocked over Emerald Sustrai, who was leaning out to speak to him but was spared the trouble as he stormed right by her. He didn't even bother acknowledging her as he stormed by her, and went higher up the building's floors, until finally coming out on the roof, looking forward to the solitude it provided. Unfortunately for him, someone was already there, waiting.

"Mind telling me what the hell your problem is?" Royal Biv demanded, her arms crossed as her vivid green eyes narrowed, her long rainbow colored hair flowing down her back as she raised an eyebrow.

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><p><strong>Stay tuned.<strong>

**Chapter 4: Semblance of a Shadow**

**Coming soon.**

**Sorry for the delay on this chapter, guys, I hope you enjoy it, read and review!**

**Update as of 12/17/2014: I am so sorry for the delay on Chapter 4, it is in progress and will be up soon.**


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